Investigating the Contract Production Process

32 Pages Posted: 8 Jun 2021 Last revised: 7 Sep 2021

See all articles by Stephen J. Choi

Stephen J. Choi

New York University School of Law

Robert E. Scott

Columbia University - Law School

Mitu Gulati

Duke University; University of Virginia School of Law

Date Written: June 5, 2021

Abstract

Contract law and theory have traditionally paid little attention to the processes by which contracts are made. Instead, contracts among sophisticated parties are assumed to be full articulations of the desires of the parties; whatever the process, the outcome is the same. This article compares sovereign debt contracts from US and UK firms, with different production processes, that are trying to do the same thing under very similar legal regimes. We find that that the production process likely matters quite a bit to the final form that contracts take.

Keywords: Comparing US v. UK contracts, sovereign bonds, innovation, encrustation

JEL Classification: F34, H63, H81, K12

Suggested Citation

Choi, Stephen J. and Scott, Robert E. and Gulati, Mitu and Gulati, Mitu, Investigating the Contract Production Process (June 5, 2021). Capital Markets Law Journal (Forthcoming), Virginia Public Law and Legal Theory Research Paper No. 2021-39, Virginia Law and Economics Research Paper No. 2021-16, Available at SSRN: https://ssrn.com/abstract=3860898

Stephen J. Choi (Contact Author)

New York University School of Law ( email )

40 Washington Square South
New York, NY 10012-1099
United States

Robert E. Scott

Columbia University - Law School ( email )

435 West 116th Street
New York, NY 10025
United States
212-854-0072 (Phone)

Mitu Gulati

Duke University ( email )

100 Fuqua Drive
Durham, NC 27708-0204
United States

University of Virginia School of Law ( email )

580 Massie Road
Charlottesville, VA 22903
United States

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